EX-10.3






EXHIBIT 10.3




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), made this 21st day of January, 2008,
between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and Frederick L. Farrar
(the “Participant”).



WITNESSETH:




     WHEREAS, the Participant is an executive officer of the Corporation; and



     WHEREAS, the Corporation adopted the Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the
“Plan”) in order to provide non-employee directors and select officers and key employees with
incentives to achieve long-term corporate objectives; and



     WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has decided that
the Participant should be granted restricted shares of the Corporation’s common stock, $1.00 par
value per share (“Common Stock”), on the terms and conditions set forth below in accordance with
the terms of the Plan.



     NOW, THEREFORE, in consideration of the past and future services provided to the Corporation
by the Participant and the various covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:



     1. Grant of Restricted Stock.



          The Corporation hereby grants to the Participant a total of 6,746 shares of the Common Stock
of the Corporation (the “Restricted Shares”), subject to the transfer restrictions, vesting
schedule and other conditions set forth in this Agreement. The Participant shall not be required
to provide the Corporation with any payment (other than his or her past and future services to the
Corporation) in exchange for such Restricted Shares.



          As provided in Section 4, the Corporation shall cause the Restricted Shares to be issued in
book entry form and registered in the name of the Participant promptly upon execution of this
Agreement. On or before the date of execution of this Agreement (if required by the Corporation),
the Participant shall deliver to the Corporation one or more stock powers endorsed in blank
relating to the Restricted Shares.



     2. Restrictions.



          (a) The Participant shall have all rights and privileges of a stockholder of the Corporation
with respect to the Restricted Shares, including voting rights and the right to receive dividends
paid with respect to the Restricted Shares, except that the following restrictions shall apply
until such time or times as these restrictions lapse under Section 3 or any other provision of this
Agreement:



 









 






     (i) the Participant shall not be entitled to delivery of any certificates for any of
the Restricted Shares until the restrictions imposed by this Agreement have lapsed with
respect to those Restricted Shares;




     (ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Participant before these restrictions have lapsed, except
with the consent of the Corporation; and




     (iii) the Restricted Shares shall be subject to forfeiture upon termination of the
Participant’s engagement with the Corporation to the extent set forth in Section 6 below.


If any portion of the Restricted Shares become vested under Section 3 below (or Sections 6, 7 or
8), such newly vested shares shall no longer be subject to the preceding restrictions.




          (b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set
forth in this Agreement shall be ineffective.



     3. Vesting; When Restrictions Lapse.



          The Restricted Shares shall vest in two annual installments, on January 15, 2009 and January
15, 2010, or at such earlier time as the restrictions may lapse pursuant to Sections 6, 7 or 8 of
this Agreement. In the absence of any accelerated vesting and lapse of the restrictions under
Sections 6, 7 or 8, the restrictions set forth in this Agreement shall lapse with respect to the
following numbers of shares on the following dates:



	 	 	 
	 	 	NUMBER OF SHARES
	DATE	 	THAT BECOME VESTED
	January 15, 2009

	 	3,373 shares
	 
	 	 
	January 15, 2010

	 	3,373 shares






     4. Issuance of Shares.



          The book entry for the Restricted Shares shall bear the following legend:




“The transferability of the shares of stock represented hereby are subject to the
terms and conditions (including possible forfeiture) of a Restricted Stock Agreement
entered into between the registered owner and Health Care REIT, Inc. A copy of such
Restricted Stock Agreement is on file in the offices of the Corporate Secretary,
Health Care REIT, Inc., One SeaGate, Suite 1500, Toledo, Ohio 43604.”


Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the
Restricted Shares, the book entry for such portion of the Restricted Shares shall be modified to
remove the foregoing legend, but not before the Participant has made arrangements satisfactory


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to the Corporation for tax withholding (as required by Section 5), and the portion of the newly
vested shares (if any) that the Participant applies to satisfy his or her tax withholding
obligations pursuant to Section 5(b) below shall be transferred to the treasury of the Corporation.




     5. Tax Withholding.



          Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under
the terms of this Agreement, the Corporation shall notify the Participant of the amount of tax that
must be withheld by the Corporation under all applicable federal, state and local tax laws. The
Participant agrees to make arrangements with the Corporation to (a) remit the required amount to
the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by
the Participant (including newly vested shares) with a value equal to the required amount, (c)
authorize the deduction of the required amount from the Participant’s compensation, or (d)
otherwise provide for payment of the required amount in a manner satisfactory to the Corporation.



     6. Termination of Engagement; Change in Corporate Control.



          If the Participant’s engagement with the Corporation is involuntarily terminated for “Cause”
(as defined in the Participant’s Consulting Agreement) during the term of this Agreement, or if the
Participant voluntarily terminates his or her engagement with the Corporation (other than after a
Change in Corporate Control (as described below) occurring after the date hereof or as provided in
Sections 7 or 8 below), any Restricted Shares that remain subject to the restrictions imposed by
this Agreement shall be forfeited.



          If the Participant’s engagement is terminated involuntarily without Cause, or in the event of
a Change in Corporate Control, vesting shall be accelerated, the restrictions imposed by this
Agreement on the remaining Restricted Shares shall lapse immediately, and no Restricted Shares
shall be forfeited.



          For purposes of this Section 6, a “Change in Corporate Control” shall include any of the
following events:




     (a) The acquisition in one or more transactions of more than twenty percent of the
Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or
classes of securities of the Corporation entitled to vote in elections of directors) by any
corporation, or other person or group (within the meaning of Section 14(d)(3) of the
Securities Exchange Act of 1934, as amended);




     (b) Any transfer or sale of substantially all of the assets of the Corporation, or any
merger or consolidation of the Corporation into or with another corporation in which the
Corporation is not the surviving entity;




     (c) Any election of persons to the Board of Directors which causes a majority of the
Board of Directors to consist of persons other than “Continuing Directors.” For this
purpose, those persons who were members of the Board of Directors on January 21,



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2008, shall be “Continuing Directors.” Any person who is nominated for election as a member
of the Board after January 21, 2008 shall also be considered a “Continuing Director” for
this purpose if, and only if, his or her nomination for election to the Board of Directors
is approved or recommended by a majority of the members of the Board (or of the relevant
Nominating Committee) and at least five (5) members of the Board are themselves Continuing
Directors at the time of such nomination; or




     (d) Any person, or group of persons, announces a tender offer for at least twenty
percent (20%) of the Corporation’s Common Stock.



     7. Effect of Death.



          If the termination of the Participant’s engagement occurs as a result of the Participant’s
death, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by
this Agreement shall lapse immediately.



     8. Effect of Permanent and Total Disability or Retirement After Age 65.



          If the termination of the Participant’s engagement occurs after a finding of the Participant’s
permanent and total disability, or as a result of retirement after age 65, vesting shall be
accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall
lapse immediately.



     9. Securities Laws.



          The Corporation may from time to time impose such conditions on the transfer of the Restricted
Shares as it deems necessary or advisable to ensure that any transfers of the Restricted Shares
will satisfy the applicable requirements of federal and state securities laws. Such conditions may
include, without limitation, the partial or complete suspension of the right to transfer the
Restricted Shares until the Restricted Shares have been registered under the Securities Act of
1933, as amended.



     10. Grant Not to Affect Engagement.



          Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the
Participant any right to a continuing engagement with the Corporation. This Agreement shall not in
any way modify or restrict any rights the Corporation may have to terminate such engagement under
the terms of the Participant’s Consulting Agreement with the Corporation.



     11. Miscellaneous.



          (a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.



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          (b) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.



          (c) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided,
however, that matters of corporate law, including the issuance of shares of Common Stock, shall be
governed by the Delaware General Corporation Law.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	HEALTH CARE REIT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	/s/ Erin C. Ibele
 

Senior Vice President-Administration

	 	 	 	By:
	 	/s/ George L. Chapman
 

      Chairman and	 	 
	and Corporate Secretary

	 	 	 	 	 	      Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	/s/ Erin C. Ibele	 	 	 	/s/ Frederick L. Farrar	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Frederick L. Farrar	 	 







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